A recent clearance decision under the EU Merger Regulation (EUMR) provides a reminder that, in a situation in which two or more companies make the acquisition, a filing may be needed even if the target is not active in the EU. This is not a new point, but nevertheless may be easy to miss when a joint acquisition is being considered.
The transaction was the joint acquisition by private equity houses Bain and Oaktree of International Market Centers (IMC). MC is an owner and operator of real estate, only in the U.S., which has no actual or potential activities in the EU. Nevertheless, in accordance with numerous precedents, the European Commission took jurisdiction over the merger under the EUMR. The full reasoning is not available, but this will be because, although the target has no activities in the EU, the turnover of the jointly-controlling parents (Bain and Oaktree groups), or more accurately their controlled investee companies, exceeded the turnover thresholds under the EUMR. These thresholds require two parties to a transaction to have sufficient turnover in the EU, and this can be satisfied by the controlling parent companies alone, as in this case.